Flashback: Then and Now
by patricia51
Summary: Topanga and Katy Hart are all alone one night at the bakery. While they talk Topanga confesses a secret from back in college and feelings are stirred neither woman realized they had. Femslash. Topanga/Rachel McGuire. Topanga/Katy. 2 parts. Note: Possible time-line errors on the situation described at Pennbrook which takes place in BMW early season 7.
1. Then

Flashback: Then and Now

(Topanga and Katy Hart are all alone one night at the bakery. While they talk Topanga confesses a secret from back in college and feelings are stirred neither woman realized they had. Femslash. Topanga/Rachel McGuire. Topanga/Katy. 2 parts. Note: Possible time-line errors on the situation described at Pennbrook which takes place in BMW early season 7.)

(Then)

(Present, Topanga's)

"You're kidding!"

"No."

"Oh my goodness Topanga I can't believe it."

"It was just once Katy and it's no big deal."

"The heck it isn't and tell me all about it."

Topanga Matthews giggled at the expression on Katy Hart's face; a combination of excitement and disbelief. Okay, maybe it WAS a big deal especially considering what they had just been talking about.

It was Friday night and the two women were all alone in the now closed bakery. For once they really were alone with no need to hurry home. Shawn had gone upstate on a photo assignment and he had taken Maya and Riley with him. Since it was summer Cory had decided to go along as well and taken Augie. Both men had called after their arrival and settling in at the B&B where they were all staying.

Katy had sighed after hanging up the phone.

"Missing Maya already are you?" smiled Topanga. A glint of mischief danced in her eyes. "Or are you missing Shawn?"

Katy smiled back. Since she had summoned her courage and asked Shawn out on a date the two of them had grown steadily closer. Of course that budding relationship had been strongly aided and abetted by Maya who already adored Shawn and saw in him everything she had always wanted in a father. There was no doubt that the feelings Shawn had for Maya were completely paternal, a discovery that had nearly panicked him at first but now he accepted and loved as much as he did Maya.

At first Katy had been scared to death. Scared that one day Shawn would cut and run like her ex-husband had done, leaving Maya devastated and bitter. She had also worried that his being nice to her was just a spill-over of his affection for Maya. But she had been wrong. Awkward though their beginning had been the trio had worked things out and became what was a family in all but name, a situation Topanga hoped would be formalized soon.

"Missing both," Katy admitted.

"When are you two getting married?"

"It won't be long. I hope. Maybe before the summer is over. We've been discussing it."

"I'd ask if Maya is okay with it but that would be a silly question."

"Are you kidding? I keep finding doodles in her notebooks that have Shawn's name and mine inside hearts. Plus there are a lot of 'Maya Hunter' drawings all over the place."

"I'm so glad," Topanga hugged her friend. "All three of you deserve nothing but happiness."

Katy leaned against the other woman, whose arm remained around her shoulders.

"I AM worried about one thing," she admitted.

"What in the world?"

"Well, you see, ahhh," stammered the waitress. "You see I've never been with anyone other than my ex."

"Really?"

"Really." Katy hesitated. "Please say so if this is too personal but have you ever been with anyone besides Cory?"

Topanga hesitated so long that Katy began to think that she had offended the other woman. But then the lawyer smiled even as she blushed.

"Yes I have."

"Oh my goodness. Tell me more. Who was he? What was it like? Was it better, I mean, compared to Cory?"

Caught up in the confessions Topanga plunged on.

"It wasn't better, I guess because Cory and I had not slept together it's hard to compare. And it was completely different. You see, her name was Rachel.

Katy bolted upright.

"You're kidding!"

"No."

"Oh my goodness Topanga I can't believe it."

"It was just once Katy and it's no big deal."

"The heck it isn't and tell me all about it."

"Hung for a sheep as a lamb I suppose," Topanga said with a grin that belied her words. The two women snuggled back together. "Okay it happened all the way back in college when Cory and I had broken up for a while...

(Pennbrook College years before)

"Where is everyone?"

"I have no idea," Topanga Lawrence admitted from her position on the couch. "I got back from class and there's no sign of anyone."

Rachel McGuire had been peeking out from the bathroom doorway. Reassured that no one but Topanga was here she came out. Her care was obvious, her tall long legged body was clod in nothing but a fluffy blue towel tucked together between her breasts. She moved to the refrigerator.

"Ah, here we go. The boys have all headed out to the big city to go to a concert. They'll be back tomorrow."

"Cory too?" asked the girl on the couch in a small voice.

Rachel sighed and studied her friend. She didn't like what she saw. Topanga was wearing a football jersey that nearly swallowed her. Her knees were drawn up under her chin and her arms were wrapped around her legs. She walked over and sat down next to her and put an arm around her.

"Yes Cory too. Topanga I know this is rough but you can't stop living because you two broke up."

"I know." A little life returned to her face for a moment. "But is it too much to ask that he stop?"

"Maybe a little too much yes."

"Why Topanga? I thought you were the one who didn't believe in love anymore."

"I don't. But why should I? And don't give me a lot of platitudes either. You and Jack didn't last either."

"That's true but there were other things going on with that."

"Like what?"

"That I was, am still, strongly attracted to someone else?"

"Eric?" Topanga sat up in surprise.

"Not Eric." Rachel pretended to shudder. "No really he's not that bad. But he's not the one I have a crush on."

"Why aren't you acting on it?"

"Because that person has been in a long term relationship. Even if they might reciprocate I would never move on someone already partnered."

"That's nice." Topanga shook her head. "But maybe they'll break up and you can go ahead and tell him. Love doesn't last."

"I think you're wrong Topanga," the red-head said firmly. But..."

"But what?"

"But for now you're actually single and I think you're beautiful and all I have been dreaming for a long time about doing to you is this." With that Rachel leaned over and kissed Topanga.

The shorter girl was startled. What in the world? But it was rather nice. Rachel's kiss was soft, gentle, her lips clinging lightly to her own. It was so different somehow from kissing Cory. Almost on their own volition her mouth opened slightly. Rachel took immediate advantage and her lips parted as well. The kiss went on but became more than just a meeting of lips. A tongue tip was out and tracing the outline of her mouth. Rachel plucked Topanga's lower lip with hers and sucked it. The kissing became deeper and more passionate. Topanga felt something ignite deep in her body.

Then Rachel's hand was on her breast, proving to the red-head what she had suspected, that Topanga was braless under the jersey. She was gently but firmly pushed back on the couch. Fingers massaged and teased her nipple through the thin material. Their mouths were wide open now and their tongues danced together.

Topanga knew she should do something to stop this. But the kisses felt so wonderful and Rachel's hand on her breast and her body on top of hers felt so good what she did was wrap her friend up in her arms and pull her down until they molded together. She spread her legs. Thad other girl's towel was already hiked up but Topanga wanted more. She wanted to see if her hands on Rachel's breasts felt as good the red-head's did on her own. A tug of the towel and the Texas girl was nude. And gorgeous. Her breasts, smaller than Topanga's heavy ones but still perfectly full, came free. Immediately Topanga's hands shot out and up and touched both of them, marveling at their silky smoothness.

Perhaps deep in both girls' minds a curiosity had already been sparked. Perhaps it was just habit of lack of clean laundry. But when frantic hands pulled off Topanga's jersey and then unfastened her shorts it turned out the shorter girl had no panties on under them. So there was nothing in the way when they wrapped each other up in their arms and crushed their bodies together.

Back and forth they rolled. Now Topanga was on top and now Rachel was. Even as they placed kisses all over everywhere they could reach a hesitation seemed to creep over both of them as though neither of them knew what to do next. Then Rachel's hand slid down between and found the shorter girl's wetness.

Both girls had masturbated for years. The difference was for several months when Rachel did she fantasized about being with Topanga. Now she had her crush nude and as carried away as she was and the red head was determined to do everything she had dreamed about doing. And Topanga was wet, so wet that Rachel's first and middle fingers slipped right into the other girl and buried themselves deep inside. At the same time her thumb found the unhooded clitoris and began to furiously stroke it.

Rachel was doing to Topanga exactly what she did to herself and she reveled at the results. Topanga squealed. She arched. Her internal muscles clamped down on the two fingers inside her. Rachel just wiggled them more and the squeals got louder. Then Topanga rolled over on the red head and started doing things back. Because of their height and body difference it was simple for the shorter girl to clamp her mouth on one of Rachel's breasts and try to swallow it. A groping hand found the other and a frantic thumb stroked the stiff nipple as hard and as quickly as Rachel was rubbing her clit. Finally a full thigh thrust between the Texas girl's legs, trapping her hand in place even as Topanga used that thigh to grind against Rachel's wetness, now wide open as her legs parted wide.

Between Topanga's leg and Rachel's hand both girls built to incredible climaxes, hastened along when they both teetered on the edge when Topanga suddenly pinched one nipple and bit down on the other. Not hard but quite enough to make Rachel explode and that explosion detonated Topanga off as well.

They clung together, riding the shocks each had engendered in the other and kissing while they did. But they had no sooner recovered their breath, most of it anyway, when Rachel decided it was her turn to be on top and rolled Topanga under her. Immediately the tall Texas girl launched a new assault. She trailed kisses down Topanga's body. She moaned, arched and shivered as Rachel explored the softness of her tummy, the swell of her mound and the fine hairs that pointed the way to her ultimate goal.

On fire she might have been but Topanga refused to let Rachel have all the fun. Besides, she knew in her heart of hearts that this would probably be the only time she and the other girl would be together and she was determined not to miss any part of the experience. The two girls ended up on the throw rug after Topanga's gyrations but they were in the classic position to explore each other orally and they proceeded to do just that.

Since neither had experienced giving or getting oral sex before they were a little at sea but plunged in eagerly. No words were spoken although there was a great deal of gasping and moaning but the thoughts flew thick and fast.

"Oh GOD what do I do now? Maybe I just kiss her right there."

"Wow, she's wet all over. I think I'll start licking up the inside of her thighs and go from there."

"Sucking her labia in is awesome. I can taste her! She's delicious."

I flattened my tongue along her slit and she gets wider and more open. I can feel her shake so I'm going to try licking up and down nice and slow. If I can manage to stay that calm."

"I can't believe it. I actually CAN put my tongue inside her. I suppose this is tongue fucking? Judging by the way she's got my butt in a two handed death grip she must be liking this."

"Good golly she just about bounced in the air! One little tongue tap on her clit. It's so hard. I wonder if I can get my lips over it?"

"What is she doing? My gosh that feels so good. She's kneading and squeezing my ass too. I hope it s not too full for her; hers is so firm and tight. Speaking of that, her juices are running so much including between her butt cheeks. I wonder."

"Holy COW! She just stuck her finger up my ass! It feels, it feels... good golly how it feels. I never realized it was so sensitive there. And her tongue in me. Going faster and faster. I'm going to lash her clitoris and stick two fingers up in her again."

"My goodness gracious I think I m going to drown here. What a way to go! I can't stop the shivers and I feel her quivering. Faster tongue! Faster fingers!"

Thoughts disappeared. Sensations took over. Both girls trembled at the brink and then pushed each other over. Bodies flailed and muffled cries announced the arrival of their orgasms. Finally they regained some control and shifted around so they could hold each other and their kisses share the essence of each other.

Once calmed the pair wasn't sure what to do, or say, next. Glances were sideways and they didn't meet each others' eyes, unsure as to exactly how to process what had just gone on. Eventually Rachel stood and picked up her towel.

"I'd say I need another shower." She headed for the bathroom, steeling herself not to look back. After all, she had no idea what to say.

Topanga heard the water start as she reclaimed her place on the couch. She had no clue what to say either. While what had just happened was marvelous, incredible even she wasn't sure it should go any further. She turned her head towards the bathroom and the sound of the water. She stood.

"Might as well experience it all," she said aloud as she marched to the bathroom and went in, locking the door behind her.

(To be concluded)


	2. Now

Flashback: Then and Now

(Now)

(Present, Topanga's)

"So what happened after that?" Katy managed to ask, almost breathlessly, when Topanga had finished her story.

"Nothing."

"Nothing?" Katy responded incredulously. "Nothing at all?"

"Well, nothing besides the shower together; which actually was pretty much confined to scrubbing each other down. It was nice but by then we were really pooped. And we did sleep together in the same bed. But come morning we talked it over and decided as much as we had enjoyed ourselves it was a road we really didn't want to go down. Eventually I got back together with Cory and Rachel and Jack went off together into the Peace Corps. But obviously I've never forgot."

"Obviously. And I wouldn't forget something like that either."

The two women fell silent. Not completely quiet though the female lawyer realized. Katy was breathing heavily, as she was doing herself. Her heart was pounding and she was more than a little wet between her legs as the images from long ago slowly started to fade but the excitement they had brought on didn't. In fact it seemed to be increasing.

Somehow it was not in the least surprising that she and Katy had moved tightly together during the story; the other woman's body warm against hers. Nor was Katy's hand on her leg, just below the hem of her skirt and sending shivers through her. Her legs had opened and the exploring fingers were taking advantage of that by creeping up her thigh and gently stroking her skin as the tips disappeared under her skirt. Topanga also noted that the blonde's other hand was between her own legs and rubbing against her jeans.

Katy's head was on her shoulder and her increasingly ragged breath was warm against Topanga's cleavage. And her cleavage was more pronounced now. Apparently she had undone a button or two on her own blouse herself for her black lace bra could be glimpsed easily as well as the heavy breasts straining against it.

Her eyes ran up and down the other woman's body, from the long blonde hair tumbling around her shoulders to the tight red pullover top to the long slender legs in the form-fitting jeans. A vagrant thought crossed her mind. It wasn't fair. She wanted to see those legs and they should be as bare as her own were.

She blinked, trying to focus. This was crazy. Wasn't it? Katy had become her friend. How could remembering something that had happened just once years ago have her in such a state? And not just her. When her eyes met Katy's there was a fire growing there that she knew matched her own. There were so many other considerations, so many other people involved in all this. It couldn't happen. It shouldn't happen. She had to get control of herself. She had to stop this. She had to...

Then her arms encircled Katy and she pulled the blonde woman into her. Far from resisting Katy's hand slid around Topanga's body, pushing her skirt up and then firmly clamping down on the girl lawyer's butt. And when Topanga kissed her Katy kissed her back, mouth open and tongue driving into the shorter girl's mouth.

Perhaps there should have been protests. Perhaps there should have been denials. But when the struggle commenced it was not a struggle to get away or stop but a race to see who could rid the other of the annoying encumbrance of clothing that seemed to get in the way. Katy fell back on the couch, which allowed her hand already on Topanga's ass to find and unzip her skirt. The blonde's other hand wedged between them, undoing the buttons of her blouse in rapid succession. Topanga's skirt slid down her legs, allowing Katy free access to the very last buttons she was attacking. The woman lawyer squirmed out of both items even as she grabbed the hem of Katy's top and almost ferociously yanked it over the blonde's head and threw it away. Topanga was delighted to find Katy's bra was front clasp and it was gone as well.

Katy was bare above the waist and her jeans had already some unsnapped. Topanga was left in her black lace panties and bra and for some strange reason her heels. She debated kicking them off even as she pressed her attentions on the other woman but decided to leave them on. Somehow they fit the mood. They made her feel feminine but somehow aggressive as well.

Speaking of moods and being aggressive, Topanga was reminded of her wish to see Katy's slender legs without her jeans. She started kissing down. Neck, shoulders, throat and then Katy's lovely bare chest and her beautifully rounded tight breasts. The nipples were already hard Topanga noted but they became even more so as she suckled first one breast and then the other into her mouth, holding each one in turn and lashing the stiff tips with her tongue.

By now she had Katy stretched out under her on the couch and was in full control of the other woman. This apparently was all right with Katy who stretched her arms up over her head and moaned. Leaving the now soaked breasts behind with a farewell nibble on each one the lawyer proceeded to continue down. She placed sucking kisses on Katy's firm, flat tummy that showed no real signs of having given birth. Topanga enjoyed the giggles interspersed with gasps that her attention brought out and vowed to herself to make more of an effort to find time to work out.

Her fingers had been bust ahead of her. Katy's jeans were undone and she pulled them down along with a pair of soaked panties, nearly as soaked as Topanga's own were. There was a moment of frustration when everything hung up on Katy's boots but that was solved in short order. And it allowed Topanga the opportunity to slowly work her way back up the smooth, slender wide spread legs she had uncovered.

Well, it was slow work at first. The closer she got to her goal the faster the kisses and licks rained on Katy's inner thighs. Then the neatly trimmed blonde hair triangle was right in front of her. Without hesitation she dove in and for the second time in her life Topanga ate pussy.

Remarkably up till now with the conclusion of Topanga's walk down memory lane neither woman had spoken at all, except for Katy's soft moans. Now those moans were becoming louder and as Topanga's tongue slipped inside her Katy broke the wordless streak. Barely.

"Topanga! Oh God yes."

Katy Hart had a secret. Not only was her ex-husband the only person she had ever been with but she had never experienced oral sex. Oh she had given it; Kermit had loved her sucking him but had never returned the favor. Had she known somehow just how good this made her feel his refusal might have been a deal-breaker long before he ran off.

Good Lord what Topanga was doing to her. The other woman's hands were under her now, gripping and squeezing her butt. Fingers crept between her cheeks and the blonde nearly bucked both of them on to the floor when one searching fingertip grazed her puckered opening. But what Topanga's lips and tongue were doing to her she almost couldn't stand. The wiggling tongue seemed to be everywhere. Now it was stroking up and down her open slit, now it was driving into her. Now Topanga's mouth was clamped tightly on her labia and now they found her clit and closed on it. And that sent her over the edge

Her hands were in Topanga's hair and she writhed on the couch. Her legs crossed, trapping the other woman's face in her pussy. Then she exploded, shaking from the delightful rush of her orgasm. She slumped back against the couch and her legs parted, releasing Topanga from their grip.

When the other woman looked up at her, still kneeling between her legs and smiled Katy felt a rush of strength. It was her turn now. And she knew exactly what she wanted to do.

A heave and she had Topanga up and on the couch again, stretched out under her as she threw a knee over the other woman and straddled her. She frowned. As beautiful as it was that bra had to go.

Fortunately it was a front clasp bra just as hers was. Had been since it was on the floor with the rest of her clothing. Her fingers reached out and closed on Topanga's nipples. She savored the feel of them, how hard they were but also how they gave as her grip tightened. She lifted her hands, pulling on the nubbins and lifted the heavy breasts by them. She shook them, gently at first and then harder.

"Katy!" Topanga gasped; the first sound either had uttered.

"You had your way with me," Katy returned. "Now it's mine and speaking of 'mine' you're MINE."

And she was. Topanga had thought she was in control but now she wanted to be possessed by Katy and apparently that was the other woman's desire too.

Katy pulled, stretching Topanga's nipples and pulling her breasts taut. Topanga wanted to protest. It almost hurt. Katy pulled harder and it DID hurt. But somehow instead of wanting it to stop the lawyer found that she was increasingly turned on.

"More," she moaned. And when Katy almost viciously twisted her nipples Topanga cried out, flailed wildly and had her first orgasm without even being touched between her legs.

Moments later that touch took place as Katy's knee shoved her legs wide open and the waitress fell on top of her, setting her pussy right against Topanga's dripping wetness. Katy dropped the full breasts and braced her hands as though she was a guy and then thrust hard with her hips, driving herself hard against the other woman.

If Topanga had been lost in what was happening Katy had completely abandoned herself to the moment. Her hips rose and fell, slamming herself against the woman under her. Then she would hold herself firm, wetness to wetness and grind in a tight circle

"Oh my GOD. I'm fucking her! I'm fucking Topanga Matthews!" Katy exclaimed to herself. She drove harder, and then ground fiercely. "And I can't believe what I did to her. It HAD to hurt and yet she wanted more. Could it be that somehow that pain was pleasurable? Knowing that this would most likely be the only time she and her friend would ever be together like this she leaned forward, positioning her right breast right above Topanga's face.

She didn't need to say anything. Even with all her body was experiencing she shivered as she felt Topanga's lips slide over her nipple onto her breast. And then the other girl's teeth closed on her nubbin and held it.

More. She wanted more.

"Bite," she commanded and Topanga did just that. She bit down. Hard. And then she wrapped her legs around Katy and held on as the blonde completely lost it. She reared up on he arms and Topanga's refusal to let go only fueled her frenzy. Her knees braced she pounded against the other girl, her hips rising and falling so wildly at time lifted Topanga's lower body off the couch only to slam the both down again. Her eyes closed and her head tipped back, mouth open as she gasped for air. She grunted with her efforts and the exquisite pain in her nipple only made her hotter.

Such a frantic pace could only last a short time. But it still seemed an eternity of excitement for both women before Katy cried out and fell against Topanga as a tremendous orgasm engulfed her. That alone could have set Topanga off but she was already perched at her peak and needed no more than that to set her off as well. The two shuddered and held each other, mouths locking together once more.

Eventually Topanga's legs released and the pair snuggled together. When they had both recovered their senses a little Katy looked at her friend.

"Topanga. That was," Katy searched for words and settled for "awesome!"

"It was indeed Katy."

"Oh my God Topanga I have teeth marks on my nipple!"

The other girl giggled. Topanga knew no apology was sought. "Well BOTH of mine are going to be sore for days."

"I'm sorry, but I just couldn't help it."

"Who said I minded? I just may have to keep the lights low for a while."

The girls were quiet for a moment. Somehow things seemed almost a bit awkward now. Neither was sure what to say next. Finally Topanga broke the silence.

"Katy?"

"Yes?"

"This WAS awesome. But..."

"I know. I agree. It will be something to cherish and always remember but this won't happen again."

"Agreed. Except..."

"Except what?"

"Do you remember that there's a shower stall attached to the bathroom in the back room?"

Smile answered smile.

"Race you."

(The End) 


End file.
